湖南启元律师事务所 HUNAN QIYUAN LAW FIRM 长沙市芙蓉区建湘路 393 号世茂环球金融中心 63 层 410000 Tel：(0731) 8295 3778 Fax：(0731) 8295 3779 http://www.qiyuan.com 湖南启元律师事务所 关于湖南金博碳素股份有限公司 2025 年第四次临时股东大会的 法律意见书 致：湖南金博碳素股份有限公司 湖南启元律师事务所（以下简称"本所"）受湖南金博碳素股份有限公司（以 下简称"公司"）委托，对公司 2025 年第四次临时股东大会（以下简称"本次股 东大会"）进行现场见证，并根据《中华人民共和国公司法》（以下简称"《公 司法》"）、《上市公司股东会规则》（以下简称"《股东会规则》"）等中国 现行法律、法规、规章和规范性文件以及《湖南金博碳素股份有限公司章程》（以 下简称"《公司章程》"）的相关规定，出具本法律意见书。 为出具本法律意见书，本所律师声明如下： （一）本所律师出具本法律意见书是基于公司已承诺所有提供给本所律师的 文件的正本以及经本所律师查验与正本保持一致的副本均为真实、完整、可靠， 无隐瞒、虚假或重大遗漏之处。 ...

Summary of Key Points from the Conference Call Industry and Company Involved - The discussion revolves around the **carbon-ceramic brake disc** technology in the **electric vehicle (EV)** industry, specifically focusing on **Li Auto** and its collaboration with **Jinbo Technology** [1][2][5][18]. Core Insights and Arguments - **Application of Carbon-Ceramic Brake Discs**: Li Auto plans to implement carbon-ceramic brake discs in its high-end L series models starting in **2026**, aiming for **20%** of these models to feature this technology by **2027**. This shift is driven by the need for weight reduction and improved braking performance, potentially increasing the vehicle's range by **10-20 km** and reducing the braking distance to approximately **36 meters** [1][5][17]. - **Weight Reduction Benefits**: Carbon-ceramic brake discs can reduce weight by about **50%** compared to traditional cast iron discs. Although there are no national subsidies, local governments provide research and development subsidies for companies adopting lightweight materials, typically around **10%** of the lightweight component cost [1][3]. - **Cost and Supplier Dynamics**: The cost of domestic carbon-ceramic brake discs has decreased to around **20,000 yuan** per set, significantly lower than international counterparts. Jinbo Technology, the main supplier, boasts a production capacity of **4 million discs per year** and offers products that are **two-thirds cheaper** than similar foreign products [1][9][8]. - **Technological Maturity and Market Trust**: The introduction of carbon-ceramic brake discs in models like the **Xiaomi Su Qi** has marked a significant advancement in domestic technology, enhancing market trust and prompting other EV manufacturers to upgrade their configurations [1][6][7]. - **R&D and Supplier Selection Process**: Li Auto's selection of Jinbo Technology was based on its cost control, process optimization, and service responsiveness. The collaboration began in **2023**, with a focus on material stability and cost management [2][18]. Other Important but Potentially Overlooked Content - **Impact on Braking Performance**: The use of carbon-ceramic brake discs not only improves the vehicle's range but also enhances braking performance, with a more stable friction coefficient and better initial braking force, leading to a smoother driving experience [4][6]. - **Government Support for R&D**: Local government initiatives, such as the **New Energy Vehicle Industry Development Special Fund**, are crucial in supporting R&D efforts, allowing companies like Li Auto to secure additional resources for technology advancement [2][14]. - **Competitive Landscape**: While domestic suppliers are making strides in hardware development, they still lag behind established companies like Brembo in software development and overall project experience. This gap presents both a challenge and an opportunity for growth in the domestic market [11][10]. - **Future Market Trends**: The market for carbon-ceramic brake discs is expected to grow, particularly in the EV sector, as manufacturers seek to enhance vehicle performance and efficiency while reducing costs [6][7]. - **Collaboration with Established Brands**: Li Auto's partnership with Brembo focuses on developing comprehensive braking solutions, although Brembo does not provide hardware due to increasing competition from domestic manufacturers [10][12]. This summary encapsulates the key points discussed in the conference call, highlighting the strategic direction of Li Auto in the context of the evolving EV market and the implications of adopting carbon-ceramic brake technology.

Financial Performance - The company reported a revenue of 411 million yuan for the first half of 2025, representing a year-on-year increase of 19.69% [1] - The net profit attributable to shareholders was -168 million yuan, compared to -103 million yuan in the same period last year [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was -199 million yuan, compared to -125 million yuan in the previous year [1] - The net cash flow from operating activities was -146 million yuan, compared to -70.17 million yuan in the same period last year [1] Future Projections - The company expects a net profit attributable to shareholders of 202 million yuan in 2023 and -815 million yuan in 2024 [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses is projected to be -12.08 million yuan in 2023 and -848 million yuan in 2024 [1] Fundraising Activities - The company raised a total of 944 million yuan from its initial public offering, with a net amount of 865.27 million yuan after deducting issuance costs, exceeding the original plan by 543.76 million yuan [2] - The funds raised were intended for projects related to advanced carbon-based composite materials, including capacity expansion, research and development center, and marketing center [2] - In 2021, the company issued convertible bonds totaling 599.90 million yuan, with a net amount of approximately 594.24 million yuan after expenses [3] - In 2022, the company raised approximately 3.10 billion yuan through a private placement of shares, with a net amount of about 3.07 billion yuan after deducting issuance costs [4] - The total amount raised from the three fundraising activities is approximately 4.647 billion yuan [5]

Core Insights - The article highlights a significant breakthrough in the Chinese high-performance sports car sector, with two leading domestic car manufacturers achieving remarkable lap times at the Nürburgring Nordschleife, supported by Jinbo Carbon's carbon-ceramic brake discs [1][2]. Company Overview - Jinbo Carbon is a leading manufacturer of carbon-ceramic brake discs in China, with its subsidiary, Hunan Jinbo Carbon Ceramic Technology Co., Ltd., being a key supplier for several mainstream automotive companies [2]. - The company has achieved a full industry chain breakthrough, covering product design, simulation, manufacturing, and application matching, enabling it to provide large-scale carbon-ceramic brake solutions for various vehicle types and conditions [2]. Product Features - Jinbo's carbon-ceramic brake discs utilize long carbon fiber-reinforced silicon carbide composite materials, offering excellent high-temperature resistance and stability, maintaining superior braking performance under extreme conditions [2]. - The lightweight nature of these brake discs significantly reduces unsprung mass, enhancing vehicle handling and responsiveness [2]. Industry Impact - The performance of domestic car manufacturers on international tracks signifies the strength of Chinese manufacturing in the high-end automotive sector and validates Jinbo Carbon's market position in braking technology [2]. - The emergence of high-performance Chinese sports cars is reshaping the global automotive industry's division of labor, breaking the long-standing monopoly of international high-end car manufacturers [2]. - The integration of new energy and material technologies by leading Chinese car companies is transforming them from market participants to rule-makers in the international high-end market [2]. - The collaborative innovation among multiple companies in the Chinese automotive supply chain is leading to the development of powerful new products, with the potential for high-performance innovations to penetrate mass-market vehicles [2].

Core Viewpoint - Jinbo Co., Ltd. (688598.SH) emphasizes the advantages of carbon-based composite materials in enhancing the performance of robots, particularly in terms of weight reduction, flexibility, motion efficiency, and endurance [1] Group 1: Product Features - Carbon-based composite materials are characterized by high strength, lightweight, corrosion resistance, and thermal stability, which significantly reduce the weight of robots [1] - The company's research and development efforts have led to the creation of multi-category carbon-based materials, including carbon fiber reinforced resin, which meet the technical demands for lightweight, performance, and longevity in robot components [1] Group 2: Market Application - The lightweight and performance-enhancing properties of these materials enable robots to better adapt to complex environmental usage requirements [1]

Core Viewpoint - Jinbo Co., Ltd. (688598.SH) emphasizes the advantages of carbon-based composite materials in enhancing the performance of robots, particularly in terms of weight reduction, flexibility, motion efficiency, and endurance [1] Group 1: Product Features - Carbon-based composite materials are characterized by high strength, lightweight, corrosion resistance, and thermal stability [1] - These materials significantly reduce the weight of robots, thereby improving their adaptability to complex environments [1] Group 2: R&D and Applications - The company has developed a variety of carbon fiber reinforced resin products that meet the technical demands for lightweight, performance, and longevity in robot components such as the body and transmission [1]

湖南金博碳素股份有限公司 2025 年第四次临时股东大会会议材料 湖南金博碳素股份有限公司 2025 年第四次临时股东大会 会议材料 2025 年 9 月 23 日 湖南金博碳素股份有限公司 2025 年第四次临时股东大会会议材料 湖南金博碳素股份有限公司 2025 年第四次临时股东大会会议资料目录 | 2025 年第四次临时股东大会会议须知 | 2 | | --- | --- | | 年第四次临时股东大会会议议程 2025 | 4 | | 议案一：关于取消监事会、修订《公司章程》及修订、制定部分治理制度的议案 | | | | 6 | 第 1 页 湖南金博碳素股份有限公司 2025 年第四次临时股东大会会议材料 湖南金博碳素股份有限公司 2025 年第四次临时股东大会会议须知 四、股东（或股东代表）依法享有发言权、质询权和表决权等各项权益。如 股东（或股东代表）欲在本次股东大会上发言，可在签到时先向大会会务组登记。 会上主持人将统筹安排股东（或股东代表）发言。股东（或股东代表）的发言主 题应与本次会议议题相关；超出议题范围，欲了解公司其他情况的，可会后向公 司董事会秘书咨询。 五、为提高股东大会议事效率，在就 ...

Core Viewpoint - Jinbo Co., Ltd. has experienced a stock price fluctuation with a year-to-date increase of 66.48%, but a recent decline of 2.07% on September 16, 2023, indicating potential volatility in investor sentiment [1]. Financial Performance - For the first half of 2025, Jinbo Co., Ltd. reported a revenue of 411 million yuan, representing a year-on-year growth of 19.69%. However, the net profit attributable to shareholders was -168 million yuan, a decrease of 62.64% compared to the previous period [2]. - Cumulatively, since its A-share listing, Jinbo Co., Ltd. has distributed a total of 104 million yuan in dividends, with 23.52 million yuan distributed over the last three years [3]. Shareholder Structure - As of June 30, 2025, the number of shareholders for Jinbo Co., Ltd. increased by 7.71% to 13,400, while the average circulating shares per person decreased by 7.16% to 15,280 shares [2]. - Notable institutional shareholders include Invesco Great Wall New Energy Industry Fund, which increased its holdings by 1.1 million shares, and several other funds that have recently entered the top ten shareholders list [3]. Business Overview - Jinbo Co., Ltd. specializes in the research, production, and sales of advanced carbon-based composite materials, with its main revenue sources being lithium battery products (48.39%), photovoltaic and semiconductor products (26.09%), and transportation products (24.88%) [1]. - The company operates within the electric equipment sector, specifically in photovoltaic equipment and materials, and is associated with concepts such as flying cars, solid-state batteries, lithium batteries, hydrogen energy, and photovoltaic glass [1].

为进一步加强与投资者的互动交流，湖南金博碳素股份有限公司（以下简称 "公司"）将参加由湖南证监局、湖南省上市公司协会与深圳市全景网络有限公 司联合举办的"资本聚三湘 楚光耀新程——2025 年度湖南辖区上市公司投资者 网上集体接待日暨半年度业绩说明会"活动，现将相关事项公告如下： 本次活动将采用网络远程的方式举行，投资者可登录"全景路演"网站 （https://rs.p5w.net），或关注微信公众号：全景财经，或下载全景路演 APP，参 与本次互动交流，活动时间为 2025 年 9 月 19 日（星期五）14:00-17:00。届时公 司董事会秘书将在线就公司 2024 年至 2025 年半年度业绩、公司治理、发展战略、 经营状况、融资计划、股权激励和可持续发展等投资者关心的问题，与投资者进 行沟通与交流，欢迎广大投资者积极参与。 特此公告。 湖南金博碳素股份有限公司 关于参加 2025 年度湖南辖区上市公司投资者网上集体接待日 暨半年度业绩说明会活动的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，对其内容的真实性、准确性和完整性依法承担法律责任。 证券代码：688 ...

Core Insights - The photovoltaic equipment sector experienced a decline of 1.65% on September 12, with Dier Laser leading the drop [1] - The Shanghai Composite Index closed at 3883.69, up 0.22%, while the Shenzhen Component Index closed at 12996.38, up 0.13% [1] Stock Performance - ST Quanwei (300716) saw a closing price of 13.73, with an increase of 5.13% and a trading volume of 57,300 shares [1] - Dier Laser (300776) closed at 73.10, down 5.25%, with a trading volume of 70,800 shares and a transaction value of 521 million [2] - The top gainers in the photovoltaic equipment sector included ST Quanwei and ST Muban, with increases of 5.13% and 4.96% respectively [1][2] Capital Flow - The photovoltaic equipment sector experienced a net outflow of 3.325 billion in main funds, while retail investors saw a net inflow of 2.108 billion [2] - The main capital inflow was led by Foster (603806) with a net inflow of 70.815 million, while Dier Laser had a significant net outflow of 540.293 million from speculative funds [3]